Splitco Indemnity Payment definition

Splitco Indemnity Payment means an indemnification payment to be made by Splitco to Liberty LLC under the Indemnification Agreement pursuant to the Retained Debenture Indemnity or the Purchased Debenture Indemnity.
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Examples of Splitco Indemnity Payment in a sentence

  • For the avoidance of doubt, for all Tax purposes and to the extent permitted by applicable Tax Law, the Estimated 2046 Exchangeables Tax Benefits Amount related to any Splitco Indemnity Payment shall be treated as a reduction of the applicable Splitco Indemnity Payment under the Indemnification Agreement.

  • Distributing and Splitco agree that, in accordance with the provisions of the Indemnification Agreement, the amount of the relevant Splitco Indemnity Payment will be reduced by the applicable Estimated 2046 Exchangeables Tax Benefits Amount.

  • Distributing will notify Splitco of the Estimated 2046 Exchangeables Tax Benefits Amount no later than two business days prior to the date the applicable Splitco Indemnity Payment is required to be paid by Splitco under the Indemnification Agreement.

  • For all purposes of this Agreement other than Section 4.6, such reduction shall be treated as if Distributing had paid the Estimated 2046 Exchangeables Tax Benefits Amount to Splitco at the time the applicable Splitco Indemnity Payment is made.

  • Notwithstanding anything herein to the contrary, in the event that any Splitco Indemnity Payment is required to be made, Distributing will reasonably estimate the Tax Benefits for which it expects Splitco will be entitled to reimbursement pursuant to clause (iii) of Section 2.1(a) for the Indemnity Payment Tax Year as a result of the Tax Items allocated to Splitco under Section 2.2(h)(ii) (the “Estimated 2046 Exchangeables Tax Benefits Amount”).

  • Tax Benefits resulting from the Tax Items allocated to Splitco under Section 2.2(h)(ii) related to a Splitco Indemnity Payment that are considered to be used in accordance with Section 4.3(c) in a Tax Year other than the Indemnity Payment Tax Year shall be determined and paid in a manner consistent with the provisions of this Agreement other than this Section 4.3(d).

  • When the Tax Benefits resulting from the Tax Items allocated to Splitco under Section 2.2(h)(ii) related to a Splitco Indemnity Payment are considered to be used in accordance with Section 4.3(c) hereof for the relevant Indemnity Payment Tax Year, Distributing shall determine the amount of the Tax Benefits for which Splitco is entitled to reimbursement pursuant to clause (iii) of Section 2.1(a) for such Tax Year (the “Applicable 2046 Exchangeables Tax Benefits Amount”).

  • What’s more, this memoir was printed in the second section of the volume of the Transactions, and some libraries possess the first part only.

  • When the Tax Benefits resulting from the Tax Items allocated to Splitco under Section 2.2(h)(ii) related to a Splitco Indemnity Payment are considered to be used in accordance with Section 4.3(c) hereof for the relevant Indemnity 25 Payment Tax Year, Distributing shall determine the amount of the Tax Benefits for which Splitco is entitled to reimbursement pursuant to clause (iii) of Section 2.1(a) for such Tax Year (the “Applicable 2046 Exchangeables Tax Benefits Amount”).

Related to Splitco Indemnity Payment

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).